Wessanen EGM approves all resolutions related to the recommended public offer by the Consortium
30 Agosto 2019 - 7:52AM
Wessanen EGM approves all resolutions related to the recommended
public offer by the Consortium
This is a press release by Koninklijke Wessanen
N.V. (“Wessanen” or the “Company”) in connection with the public
offer by PAI Partners SAS and various entities (indirectly)
controlled by or affiliated to Charles Jobson and/or his family
members, acting jointly through Best of Nature Bidco B.V., for all
the issued and outstanding ordinary shares in the capital of
Wessanen (the “Offer”). This announcement does not constitute an
offer, or any solicitation of any offer, to buy or subscribe for
any securities in Wessanen. Any offer will be made only by means of
the offer memorandum dated 11 July 2019 (the "Offer Memorandum")
approved by the Netherlands Authority for the Financial Markets
(Stichting Autoriteit Financiële Markten) (the "AFM") and subject
to the restrictions set forth therein. Terms not defined in this
press release will have the meaning given thereto in the Offer
Memorandum.
Wessanen EGM approves
all resolutions related to the recommended public offer by the
Consortium
On 29 August 2019 Wessanen held an extraordinary
general meeting of shareholders (the “EGM”) to explain and discuss
the recommended public offer by the Consortium. At the EGM all
resolutions were approved.
Frank van Oers, Chairman of the Supervisory
Board: “With the shareholders at the EGM agreeing to these
resolutions we have reached a key milestone in the acquisition
process, bringing a successful conclusion closer. This is important
news for all shareholders considering to tender their shares.”
The resolutions related to the public offer
include the Post-Closing Restructuring Resolution, the conditional
appointment of Mrs d’Engremont, Mr Monier, Mrs Simonse, Mr Jobson
and Mr Suberbielle as members of the Supervisory Board, the
conditional granting of full and final discharge from liability to
all members of the Supervisory Board and the Executive Board and
the conditional conversion and amendment articles of association of
Wessanen. In addition, the EGM approved the appointment of Mr De
Gantes as CFO and member of the Executive Board.
Because the Post-Closing Restructuring
Resolution has been adopted, the minimum acceptance level threshold
has been lowered from 95% to 80%. Reference is made to section 5.7
of the Offer Memorandum.
The EGM presentation as well as the voting
results can be found in the Investor Relations section of the
Wessanen website www.wessanen.com
Wessanen and the Consortium continue to work
constructively to satisfy other Offer Conditions and are making
timely progress, anticipating that the Offer Period closes on 6
September 2019 and settlement of the Offer will take place in Q3
2019, as planned. Please see the Offer Memorandum for information
on how shareholders can tender their Shares under the Offer.
Further information
This announcement contains select, condensed
information regarding the Offer and does not replace the Offer
Memorandum and/or the Position Statement. The information in this
announcement is not complete and additional information is
contained in the Offer Memorandum and the Position Statement.
Digital copies of the Offer Memorandum can be
obtained through the websites of Wessanen (www.wessanen.com) and
PAI Partners (www.paipartners.com). Copies of the Offer Memorandum
are also available free of charge at the offices of Wessanen and
the Exchange Agent at the addresses mentioned below. Digital copies
of the Position Statement can be obtained through the websites of
Wessanen (www.wessanen.com).
Media, investor & analyst enquiries
|
Ingo Heijnen
(Hill+Knowlton Strategies)Phone +31 (0)6 5586 7904 Email
Ingo.Heijnen@hkstrategies.com |
Settlement Agent |
ABN AMRO Bank
N.V. Global Markets I Corporate Broking Gustav
Mahlerlaan 10, (1000 EA) Amsterdam, the Netherlands T:
+31 (0)20 344 2000 E: corporate.broking@nl.abnamro.com
|
Wessanen |
Koninklijke
Wessanen N.V. Hoogoorddreef 5 Atlas Arena, (1101 BA)
Amsterdam, the Netherlands |
Company profile
Wessanen is a leading
company in the European market for healthy and sustainable food. In
2018, our revenue was €628 million and we employed on average 1,350
people. Our purpose is ‘connect to nature’ and we focus on organic,
vegetarian, fair trade and nutritionally beneficial products.
Our family of
companies is committed to driving positive change in food in
Europe. Our own brands include many pioneers and market leaders:
Allos, Alter Eco, Bjorg, Bonneterre, Clipper, Destination, El
Granero, Isola Bio, Kallø, Mrs Crimble’s, Tartex, Whole Earth and
Zonnatura.